The Securities and Exchange Commission today charged two co-founders of a purported financial services start-up with orchestrating a fraudulent initial coin offering (ICO) that raised more than $32 million from thousands of investors last year. Criminal authorities separately charged and arrested both defendants.

The SEC's complaint alleges that Sohrab “Sam” Sharma and Robert Farkas, co-founders of Centra Tech. Inc., masterminded a fraudulent ICO in which Centra offered and sold unregistered investments through a "CTR Token." Sharma and Farkas allegedly claimed that funds raised in the ICO would help build a suite of financial products. They claimed, for example, to offer a debit card backed by Visa and MasterCard that would allow users to instantly convert hard-to-spend cryptocurrencies into U.S. dollars or other legal tender. In reality, the SEC alleges, Centra had no relationships with Visa or MasterCard. The SEC also alleges that to promote the ICO, Sharma and Farkas created fictional executives with impressive biographies, posted false or misleading marketing materials to Centra’s website, and paid celebrities to tout the ICO on social media.

According to the complaint, Farkas made flight reservations to leave the country, but was arrested before he was able to board his flight. Criminal authorities also arrested Sharma.

"We allege that Centra sold investors on the promise of new digital technologies by using a sophisticated marketing campaign to spin a web of lies about their supposed partnerships with legitimate businesses,” said Stephanie Avakian, Co-Director of the SEC's Division of Enforcement. “As the complaint alleges, these and other claims were simply false."

"As we allege, the defendants relied heavily on celebrity endorsements and social media to market their scheme,” said Steve Peikin, Co-Director of the SEC's Division of Enforcement. “Endorsements and glossy marketing materials are no substitute for the SEC’s registration and disclosure requirements as well as diligence by investors.”

The SEC’s complaint, filed in federal court in the Southern District of New York, charges Sharma and Farkas with violating the anti-fraud and registration provisions of the federal securities laws. The complaint seeks permanent injunctions, return of allegedly ill-gotten gains plus interest and penalties, as well as bars against Sharma and Farkas serving as public company officers or directors and from participating in any offering of digital or other securities. In a parallel action, the U.S. Attorney’s Office for the Southern District of New York today announced criminal charges against Sharma and Farkas.

The SEC's investigation, which is continuing, is being conducted by Jon A. Daniels, Luke M. Fitzgerald, and Alison R. Levine of the SEC's Cyber Unit and New York Regional Office, and supervised by Valerie A. Szczepanik and Robert A. Cohen. The litigation is being conducted by Mr. Daniels, Mr. Fitzgerald, and Ms. Levine, and supervised by Ms. Szczepanik. The SEC appreciates the assistance of the U.S. Attorney’s Office for the Southern District of New York, the Federal Bureau of Investigation, and the Financial Industry Regulatory Authority.

Investors in the Centra ICO who believe they may be a victim should contact www.SEC.gov/tcr. The SEC's Office of Investor Education and Advocacy has issued an Investor Bulletin on initial coin offerings and additional information is available on Investor.gov and SEC.gov.

The Securities and Exchange Commission has filed charges against Raymond Trapani, the third co-founder of Centra Tech Inc., due to accusations of fraud surrounding an initial coin offering which raised $32 million and promised a crypto debit card.

“We allege that the Centra co-founders went to great lengths to create the false impression that they had developed a viable, cutting-edge technology,” said the SEC’s Robert Cohen. “Investors should exercise caution about investments in digital assets, especially when they are marketed with claims that seem too good to be true.”

The SEC’s complaint alleges that Trapani was the “mastermind” of the ICO that allegedly deceived investors with promises of partnerships with major credit card companies, misleading claims regarding the company’s product, false founder biographies, and manipulation of the company’s digital currency Centra Token.

The SEC also alleges that Trapani and the others knowingly engaged in fraud and point to a string of text messages as evidence of its claims.

“Text messages among the defendants reveal their fraudulent intent,” the complaint reads. “After receiving a cease-and-desist letter from a major bank directing him to remove any reference to the bank from Centra’s marketing materials, Sharma texted to Farkas and Trapani: ‘[w]e gotta get that s[***] removed everywhere and blame freelancers lol.’” And, while trying to get the CTR Tokens listed on an exchange using phony credentials, Trapani texted Sharma to “cook me up” a false document, prompting Sharma to reply, “Don’t text me that s[***] lol. Delete.”

In addition to the SEC’s complaints, Tech Crunch reports that the U.S. Attorney’s Office for the Southern District of New York has announced criminal charges against Trapani.

“As alleged, Raymond Trapani conspired with his co-defendants to lure investors with false claims about their product and about relationships they had with credible financial institutions,” said Deputy U.S. Attorney Robert Khuzami. “While investing in virtual currencies is legal, lying to deceive investors is not.”

In addition to the alleged deception, Centra’s ICO was bolstered by endorsements from celebrities such as recently retired boxer superstar Floyd Mayweather.